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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MBNA Corporation
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1713008
(State of Incorporation or (I.R.S. Employer Identification no.)
Organization)
400 Christiana Road 19713
Newark, Delaware (zip code)
(Address of principal executive
offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration
following box. /_/ statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. /_/
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Adjustable Rate New York Stock Exchange, Inc.
Cumulative Preferred
Stock, Series B
Securities to be registered pursuant to Section 12(g) of the Act:
None
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<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The descriptions set forth under the caption "Description of Preferred Stock"
in the Prospectus dated September 5, 1995 and under the caption "Description of
the Series B Preferred Stock" in the accompanying Prospectus Supplement dated
September 18, 1996, as filed pursuant to Rule 424(b)(2) under the Securities
Act of 1933, in connection with the Registration Statement on Form S-3 (No. 33-
95600) of MBNA Corporation, are incorporated herein by reference.
Item 2. Exhibits.
1. Articles Supplementary relating to the Adjustable Rate Cumulative
Preferred Stock, Series B.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MBNA CORPORATION
Date: September 18, 1996 By: /s/ James W. Scheflen
_______________________________
Name: James W. Scheflen
Title: Executive Vice President
and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description Consecutively Numbered
Number ----------- Page
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1. Articles Supplementary 5
relating to the
Adjustable Rate
Cumulative Preferred
Stock, Series B.
<PAGE>
MBNA CORPORATION
ARTICLES SUPPLEMENTARY
MBNA CORPORATION, a Maryland corporation having its principal office
in Baltimore City, Maryland (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: 6,000,000 shares of authorized but unissued Preferred Stock
of the Corporation have been classified as Adjustable Rate Cumulative
Preferred Stock, Series B, $.01 par value, of the Corporation (the
"Series") with the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption, as follows:
1. Dividends. (a) Dividends shall be payable on the shares of the
Series for the period from September 23, 1996 to October 15, 1996 (the
"Initial Dividend Period") at the rate of 7.0% per annum ($.1069 per
share). For each quarterly dividend period after the Initial Dividend
Period (the Initial Dividend Period and each quarterly dividend period
thereafter being hereinafter individually referred to as a "Dividend
Period" and collectively referred to as "Dividend Periods"), which
Dividend Periods shall commence on January 15, April 15, July 15 and
October 15 of each year, commencing October 15, 1996, and shall end on and
include the day next preceding the first day of the next Dividend Period,
dividends payable on the shares of the Series shall be payable at a rate
per annum of the stated value thereof equal to the Applicable Rate (as
defined in Section 2) in respect of such Dividend Period, expressed as a
percentage to the nearest ten thousandth of a percentage point. The
amount of dividends per share for each Dividend Period shall be computed
by dividing the Applicable Rate for such quarterly Dividend Period by four
and applying the resulting rate to the stated value per share of the
Series. Dividends shall be fully cumulative from September 23, 1996 and
shall be payable, as, if and when declared by the Board of Directors, on
January 15, April 15, July 15 and October 15 of each year (each, a
"Dividend Payment Date"), commencing on October 15, 1996. If a Dividend
Payment Date is not a business day, dividends (if declared) on the shares
of the Series will be paid on the immediately succeeding business day,
without interest. Each dividend will be payable to holders of record as
they appear on the stock books of the Corporation on such record dates as
shall be fixed by the Board of Directors of the Corporation and shall be
not more than 60 days preceding the payment date of such dividend. The
right of the holders of the shares of the Series to receive dividends is
fully cumulative and, accordingly, all dividends not paid, whether or not
declared, will accumulate without interest until declared and paid, which
declaration and payment may be for all or part of the then accumulated
dividends. The Corporation's ability to pay dividends on its Preferred
Stock, including the Series, is subject to policies established by the
Federal Reserve Board.
(b) Dividends payable on the Series for any period greater or less
than a full Dividend Period, including the Initial Dividend Period, shall
be computed on the basis of a 360-day year consisting of twelve 30-day
months and the actual number of days elapsed in any period less than one
month.
<PAGE>
(c) Holders of shares of the Series shall not be entitled to any
dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on the Series. No interest, or
sum of money in lieu of interest, shall be payable in respect of any
dividend payment or payments on the Series which may be in arrears.
(d) No full dividends shall be declared or paid or set apart for
payment on any stock ranking, as to dividends, on a parity with the Series
for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for such payment on the Series for all
Dividend Periods terminating on or prior to the date of payment of such
full cumulative dividends. When dividends are not paid in full, as
aforesaid, upon the shares of the Series and any other stock ranking on a
parity as to dividends with the Series, all dividends declared upon shares
of the Series and any other series of stock ranking on a parity as to
dividends with the Series shall be declared pro rata so that the amount of
dividends declared per share on the Series and such other stock shall in
all cases bear to each other the same ratio that accrued and unpaid
dividends per share on the shares of the Series and such other stock bear
to each other.
(e) So long as any shares of the Series are outstanding, no dividend
(other than a dividend payable in common stock or in any other stock
ranking junior to the Series as to dividends and upon liquidation) shall
be declared or paid or set aside for payment or other distribution
declared or made upon the common stock or upon any other stock ranking
junior to the Series as to dividends or upon liquidation, nor shall any
common stock or any other stock of the Corporation ranking junior to the
Series as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such
stock) by the Corporation (except by conversion into or exchange for stock
of the Corporation ranking junior to the Series as to dividends and upon
liquidation) unless, in each case, the full cumulative dividends on all
outstanding shares of the Series shall have been paid or declared and set
aside for payment for all past Dividend Periods.
2. Definition of Applicable Rate, etc. (a) Except as provided
below in this paragraph, the "Applicable Rate" for any Dividend Period
(other than the Initial Dividend Period) will be equal to 99.0% of the
Effective Rate (as defined below), but not less than 5.5% per annum or
more than 11.5% per annum. The "Effective Rate" for any Dividend Period
will be equal to the highest of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as
defined below) for such Dividend Period. In the event that the
Corporation determines in good faith that for any reason:
(i) any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate cannot be
determined for any Dividend Period, the Effective Rate for such
Dividend Period will be equal to the higher of whichever two of such
rates can be so determined;
(ii) only one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be
determined for any Dividend Period, the Effective Rate for such
<PAGE>
Dividend Period will be equal to whichever such rate can be so
determined; or
(iii) none of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be
determined for any Dividend Period, the Effective Rate for the
preceding dividend period will be continued for such Dividend Period.
(b) Except as described below in this paragraph, the "Treasury Bill
Rate" for each Dividend Period will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per
annum market discount rate, if only one such rate is published during the
relevant Calendar Period (as defined below)) for three-month U.S. Treasury
bills, as published weekly by the Federal Reserve Board (as defined below)
during the Calendar Period immediately preceding the last ten calendar
days preceding the Dividend Period for which the dividend rate on the
Series is being determined. In the event that the Federal Reserve Board
does not publish such a weekly per annum market discount rate during any
such Calendar Period, the Treasury Bill Rate for such Dividend Period will
be the arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate, if only
one such rate is published during the relevant Calendar Period) for three-
month U.S. Treasury bills, as published weekly during such Calendar Period
by any Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that a per annum market
discount rate for three-month U.S. Treasury bills is not published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, the Treasury
Bill Rate for such Dividend Period will be the arithmetic average of the
two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published during
the relevant Calendar Period) for all of the U.S. Treasury bills then
having remaining maturities of not less than 80 nor more than 100 days, as
published during such Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board does not publish such rates, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Corporation. In the event that the Corporation determines in good
faith that for any reason no such U.S. Treasury bill rates are published
as provided above during such Calendar Period, the Treasury Bill Rate for
such Dividend Period will be the arithmetic average of the per annum
market discount rates based upon the closing bids during such Calendar
Period for each of the issues of marketable non-interest-bearing U.S.
Treasury securities with a remaining maturity of not less than 80 nor more
than 100 days from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less frequently if daily
quotations are not generally available) to the Corporation by at least
three recognized dealers in U.S. Government securities selected by the
Corporation. In the event that the Corporation determines in good faith
that for any reason the Corporation cannot determine the Treasury Bill
Rate for any Dividend Period as provided above in this paragraph, the
Treasury Bill Rate for such Dividend Period will be the arithmetic average
of the per annum market discount rates based upon the closing bids during
such Calendar Period for each of the issues of marketable interest-bearing
U.S. Treasury securities with a remaining maturity of not less than 80 nor
more than 100 days from the date of each such quotation, as chosen and
quoted daily for each business day in New York City (or less frequently if
daily quotations are not generally available) to the Corporation by at
<PAGE>
least three recognized dealers in U.S. Government securities selected by
the Corporation.
(c) Except as described below in this paragraph, the "Ten Year
Constant Maturity Rate" for each Dividend Period will be the arithmetic
average of the two most recent weekly per annum Ten Year Average Yields
(as defined below) (or the one weekly per annum Ten Year Average Yield, if
only one such yield is published during the relevant Calendar Period), as
published weekly by the Federal Reserve Board during the Calendar Period
immediately preceding the last ten calendar days preceding the Dividend
Period for which the dividend rate on the Series is being determined. In
the event that the Federal Reserve Board does not publish such a weekly
per annum Ten Year Average Yield during any such Calendar Period, the Ten
Year Constant Maturity Rate for such Dividend Period will be the
arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (or the one weekly per annum Ten Year Average Yield, if
only one such yield is published during the relevant Calendar Period), as
published weekly during such Calendar Period by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the
Corporation. In the event that a per annum Ten Year Average Yield is not
published by the Federal Reserve Board or by any Federal Reserve Bank or
by any U.S. Government department or agency during such Calendar Period,
the Ten Year Constant Maturity Rate for such Dividend Period will be the
arithmetic average of the two most recent weekly per annum average yields
to maturity (or the one weekly per annum average yield to maturity, if
only one such yield is published during the relevant Calendar Period) for
all of the actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities (as defined below)) then having
remaining maturities of not less than eight nor more than twelve years, as
published during such Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board does not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Corporation. In the event that the Corporation determines in good
faith that for any reason the Corporation cannot determine the Ten Year
Constant Maturity Rate for any Dividend Period as provided above in this
paragraph, then the Ten Year Constant Maturity Rate for such Dividend
Period will be the arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar Period for each
of the issues of actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities) with a final maturity date
not less than eight nor more than twelve years from the date of each such
quotation, as chosen and quoted daily for each business day in New York
City (or less frequently if daily quotations are not generally available)
to the Corporation by at least three recognized dealers in U.S. Government
securities selected by the Corporation.
(d) Except as described below in this paragraph, the "Thirty Year
Constant Maturity Rate" for each Dividend Period will be the arithmetic
average of the two most recent weekly per annum Thirty Year Average Yields
(as defined below) (or the one weekly per annum Thirty Year Average yield,
if only one such yield is published during the relevant Calendar Period),
as published weekly by the Federal Reserve Board during the Calendar
Period immediately preceding the last ten calendar days preceding the
Dividend Period for which the dividend rate on the Series is being
determined. In the event that the Federal Reserve Board does not publish
such a weekly per annum Thirty Year Average Yield during any such Calendar
Period, the Thirty Year Constant Maturity Rate for such Dividend Period
<PAGE>
will be the arithmetic average of the two most recent weekly per annum
Thirty Year Average Yields (or the one weekly per annum Thirty Year
Average Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that a per annum Thirty Year
Average Yield is not published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government department or agency during
such Calendar Period, the Thirty Year Constant Maturity Rate for such
Dividend Period will be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly per annum
average yield to maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
then having remaining maturities of not less than 28 nor more than 30
years, as published during such Calendar Period by the Federal Reserve
Board or, if the Federal Reserve Board does not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that the Corporation determines
in good faith that for any reason the Corporation cannot determine the
Thirty Year Constant Maturity Rate for any Dividend Period as provided
above in this paragraph, then the Thirty Year Constant Maturity Rate for
such Dividend Period will be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such
Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than 28 nor more than 30 years from
the date of each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations are
not generally available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the Corporation.
(e) The Treasury Bill Rate, the Ten Year Constant Maturity Rate and
the Thirty Year Constant Maturity Rate shall each be rounded to the
nearest five hundredths of a percent.
(f) The Applicable Rate with respect to each Dividend Period (other
than the Initial Dividend Period) will be calculated as promptly as
practicable by the Corporation according to the appropriate method
described above. The Corporation will cause each Applicable Rate to be
published in a newspaper of general circulation in New York City before
the commencement of the Dividend Period to which it applies and will cause
notice of such Applicable Rate to be enclosed with the dividend payment
checks next mailed to the holders of the shares of the Series.
(g) For purposes of this Section,
(i) "Calendar Period" means a period of fourteen calendar days;
(ii) "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System;
(iii) "Special Securities" means securities which can, at the
option of the holder, be surrendered at face value in payment of any
Federal estate tax or which provide tax benefits to the holder and
are priced to reflect such tax benefits or which were originally
issued at a deep or substantial discount;
<PAGE>
(iv) "Ten Year Average Yield" means the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of ten years); and
(v) "Thirty Year Average Yield" means the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of thirty years).
3. Changes in the Dividends-Received Percentage. (a) If one or
more amendments to the Internal Revenue Code of 1986, as amended (the
"Code") are enacted that reduce the percentage of the dividends-received
deduction (currently 70%) as specified in Section 243(a)(1) of the Code or
any successor provision (the "Dividends-Received Percentage"), certain
adjustments may be made in respect of the dividends payable by the
Corporation and Post Declaration Date Dividends (as defined below) may
become payable, as described below.
(b) The amount of each dividend payable (if declared) per share of
the Series for dividend payments made on or after the effective date of
enactment of such change in the Code will be adjusted by multiplying the
amount of the dividend payable determined as described in Section 1 above
(before adjustment) by a factor which shall be the number determined in
accordance with the following formula (the "DRD Formula"), and rounding
the result to the nearest cent (with one-half cent rounded up):
1-.35(1-.70)
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1-.35(1-DRP)
(c) For the purposes of the DRD Formula, "DRP" means the Dividends-
Received Percentage (expressed as a decimal) applicable to the dividend in
question. No amendment to the Code, other than a change in the percentage
of the dividends-received deduction set forth in Section 243(a)(1) of the
Code or any successor provision thereto, will give rise to an adjustment.
Notwithstanding the foregoing provisions, if, with respect to any such
amendment, the Corporation receives either an unqualified opinion of
nationally recognized independent tax counsel selected by the Corporation
or a private letter ruling or similar form of authorization from the
Internal Revenue Service (the "IRS") to the effect that such an amendment
would not apply to a dividend payable on the shares of the Series, then
such amendment will not result in the adjustment provided for pursuant to
the DRD Formula with respect to such dividend. The opinion referenced in
the previous sentence shall be based upon the legislation amending or
establishing the DRP or upon a published pronouncement of the IRS
addressing such legislation. The Corporation's calculation of the
dividends payable as so adjusted shall be final and not subject to review.
(d) Notwithstanding the foregoing, if any amendment to the Code is
enacted and effected after a dividend payable on a Dividend Payment Date
has been declared but not paid, the amount of the dividend payable on such
Dividend Payment Date will not be increased; instead, additional dividends
(the "Post Declaration Date Dividends"), equal to the excess, if any, of
(x) the product of the dividend paid by the Corporation on such Dividend
Payment Date and the DRD Formula over (y) the dividend paid by the
Corporation on such Dividend Payment Date, will be payable (if declared)
to holders of shares of the Series on the record date applicable to the
next succeeding Dividend Payment Date or, if the Series is called for
<PAGE>
redemption prior to such record date, to holders of shares of the Series
on the applicable redemption date, as the case may be, in addition to any
other amounts payable on such date.
(e) In the event that the amount of dividends payable per share of
the Series is adjusted pursuant to the DRD Formula and/or Post Declaration
Date Dividends are to be paid, the Corporation will give notice of each
such adjustment and, if applicable, any Post Declaration Date Dividends to
the holders of the shares of the Series.
4. Redemption. (a) The holders of the shares of the Series may not
require the Corporation to redeem any shares of the Series. The
Corporation, at its option, may redeem shares of the Series, in whole or
in part, at any time and from time to time, on or after October 15, 2001,
at a redemption price of $25 per share, plus accrued and unpaid dividends
thereon (whether or not declared) to the date fixed for redemption.
(b) In the event that fewer than all the outstanding shares of the
Series are to be redeemed, the number of shares to be redeemed shall be
determined by lot or pro rata as may be determined by the Corporation or
by any other method as may be determined by the Corporation in its sole
discretion to be equitable, provided that such method satisfies any
applicable requirements of any securities exchange on which the Series is
listed.
(c) In the event the Corporation shall redeem shares of the Series,
notice of such redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
redemption date, to each holder of record of the shares of the Series to
be redeemed, at such holder's address as the same appears on the stock
register of the Corporation. Each such notice shall state: (i) the
redemption date; (ii) the number of shares of the Series to be redeemed
and, if fewer than all the shares held by such holder are to be redeemed,
the number of such shares to be redeemed from such holder; (iii) the
redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and
(v) that dividends on the shares of the Series to be redeemed cease to
accrue on the redemption date.
(d) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price) dividends on the
shares of the Series so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the Corporation (except the right
to receive from the Corporation the redemption price) shall cease. Upon
surrender in accordance with said notice of the certificates for any
shares so redeemed (properly endorsed or assigned for transfer, if the
Corporation shall so require and the notice shall so state), such shares
shall be redeemed by the Corporation at the redemption price aforesaid.
In case fewer than all the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the unredeemed
shares without cost to the holder thereof.
(e) Any shares of the Series which shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series.
<PAGE>
(f) Notwithstanding the foregoing provisions of this Section 4, if
any dividends on the shares of the Series or any other series of
cumulative Preferred Stock ranking on a parity with the Series are in
arrears, no shares of the Series or any such parity series shall be
redeemed unless all outstanding shares of the Series or any such parity
series are simultaneously redeemed, and the Corporation shall not purchase
or otherwise acquire any shares of the Series or any such parity series;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of the Series or any such parity series pursuant to
a purchase or exchange offer made on the same terms to holders of all
outstanding shares of the Series.
(g) Notwithstanding the foregoing provisions of this Section 4, if
the Dividends-Received Percentage is less than 50% and, as a result, the
amount of dividends on the Series payable on any Dividend Payment Date
will be or is adjusted upwards as described in Section 3 above, the
Corporation, at its option, may redeem all, but not less than all, of the
outstanding shares of the Series, provided, that within 60 days of the
date on which an amendment to the Code is enacted which reduces the
Dividends-Received Percentage to less than 50%, the Corporation sends
notice to holders of the Series of such redemption pursuant to paragraph
(c) of this Section 4. Any redemption of the Series pursuant to this
paragraph will take place on the date specified in the notice, which shall
not be less than 30 nor more than 60 days from the date such notice is
sent to holders of the Series. Any redemption of the Series in accordance
with this paragraph shall be on notice as aforesaid at the applicable
redemption price set forth in the following table, in each case plus
accrued and unpaid dividends (whether or not declared) thereon to the date
fixed for the redemption, including any changes in dividends payable due
to changes in the Dividends-Received Percentage and Post Declaration Date
Dividends, if any:
Redemption Period Redemption Price
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September 23, 1996 to October 14, 1997 . . . . . . . . . . . $26.25
October 15, 1997 to October 14, 1998 . . . . . . . . . . . $26.00
October 15, 1998 to October 14, 1999 . . . . . . . . . . . $25.75
October 15, 1999 to October 14, 2000 . . . . . . . . . . . $25.50
October 15, 2000 to October 14, 2001 . . . . . . . . . . . $25.25
On or after October 15, 2001 . . . . . . . . . . . . . . . $25.00
5. Conversion. The holders of shares of the Series shall not have
any rights to convert such shares into shares of any other class or series
of capital stock of the Corporation.
6. Liquidation Rights. (a) Upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of
the shares of the Series shall be entitled to receive and to be paid out
of the assets of the Corporation available for distribution to its
stockholders, before any payment or distribution shall be made on the
<PAGE>
common stock or on any other class of stock ranking junior to the Series,
a liquidating distribution in the amount of $25 per share plus an amount
equal to accrued and unpaid dividends thereon (whether or not declared).
(b) After the payment to the holders of the shares of the Series of
the full preferential amounts provided for in this Section 6, the holders
of the Series as such shall have no right or claim to any of the remaining
assets of the Corporation.
(c) If, upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the amounts payable with respect to the
shares of the Series and any other shares of stock of the Corporation
ranking as to any such distribution on a parity with the shares of the
Series are not paid in full, the holders of the shares of the Series and
of such other shares will share ratably in any such distribution of assets
of the Corporation in proportion to the full preferential amounts to which
they are entitled.
(d) Neither the sale of all or substantially all of the assets of
the Corporation, nor the merger or consolidation or share exchange of the
Corporation into or with any other corporation or the merger or
consolidation or share exchange of any other corporation into or with the
Corporation, shall be deemed to be a liquidation, dissolution or winding
up, voluntary or involuntary, for the purposes of this Section 6.
7. Ranking. Any stock of any class or classes of the Corporation
shall be deemed to rank:
(a) senior to the shares of the Series, either as to dividends or
upon liquidation, if the holders of such class or classes shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up of the Corporation, as the case may
be, in preference or priority to the holders of shares of the Series;
(b) on a parity with shares of the Series, either as to dividends or
upon liquidation, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share or sinking fund
provisions, if any, be different from those of the Series, if the holders
of such stock shall be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up of the
Corporation, as the case may be, without preference or priority, one over
the other, as between the holders of such stock and the holders of shares
of the Series; and
(c) junior to shares of the Series, either as to dividends or upon
liquidation, if such class shall be common stock or if the holders of
shares of the Series shall be entitled to receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up of the
Corporation, as the case may be, in preference or priority to the holders
of shares of such class or classes.
8. Voting Rights. (a) Except as indicated below, the shares of the
Series shall not be entitled to vote on any matter including, but not
limited to:
(i) Any merger, consolidation, share exchange or sale of
all or substantially all of the assets of the Corporation except
to the extent such action amends, alters or repeals the
<PAGE>
preferences, conversion and other rights, voting powers,
restrictions, limitation as to dividends, qualifications and
terms and conditions of the redemption of the Series as
expressly set forth herein in a manner adverse to the holders of
the Series, or,
(ii) An increase in the authorized amount of the Series or
the creation, authorization or issuance of an additional series
ranking on a parity with the shares of the Series as to
dividends or upon liquidation, or to reclassify any authorized
stock of the Corporation into any such shares ranking on a
parity with, or to authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such
pari passu shares.
(b) Notwithstanding the foregoing:
(i) The affirmative vote of at least two-thirds of the
votes entitled to be cast by holders of shares of the Series and
all other series of Preferred Stock ranking on a parity with
shares of the Series as to dividends or upon liquidation upon
which like voting rights have been conferred and are
exercisable, voting together as a single class without regard to
series, shall be necessary for any amendment, alteration or
repeal, whether by merger, consolidation, share exchange or
otherwise, of the Charter of the Corporation, including any
articles supplementary thereto, which adversely affects the
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of the redemption of the Series as
expressly set forth herein in a manner adverse to the holders of
the Series;
(ii) The affirmative vote of at least two-thirds of the
votes entitled to be cast by the holders of the shares of the
Series and all other series of Preferred Stock ranking on a
parity with shares of the Series as to dividends or upon
liquidation upon which like voting rights have been conferred
and are exercisable, voting together as a single class without
regard to series, shall be necessary to authorize or issue any
shares of any class of stock of the Corporation ranking prior to
the shares of the Series as to dividends or upon liquidation, or
to reclassify any authorized stock of the Corporation into any
such prior shares, or authorize or issue any obligation or
security convertible into or evidencing the right to purchase
any such prior shares; and
(iii) If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends (as defined below) on the
Series, the number of directors constituting the Board of
Directors of the Corporation shall be increased by two, and the
holders of the shares of the Series (together with the holders
of the Preferred Stock of all other series upon which like
voting rights have been conferred and are exercisable), shall
have the right at such meeting, voting together as a single
class without regard to series, to the exclusion of the holders
<PAGE>
of common stock, to elect two directors of the Corporation (each
a "Preferred Director") to fill such newly created
directorships. Each holder of shares of the Series will have
one vote for each share of stock held and each holder of each
other series of Preferred Stock with like voting rights will
have such number of rights, if any, for each share of stock held
as may be granted to such holder. Such right shall continue
until there are no dividends in arrears upon the Series, subject
to re-vesting in the event of each and every subsequent default
in preference dividends on the Series. Any Preferred Director
may be removed with or without cause by the vote of the holders
of record of the outstanding shares of Preferred Stock entitled
to elect such Preferred Director, voting together as a single
class without regard to series, at a meeting of the
Corporation's stockholders, or of the holders of such shares of
Preferred Stock, called for that purpose. Any Preferred
Director may be removed for cause by the vote of the holders of
outstanding shares of stock of the Corporation entitled to vote
for the election of directors. So long as a default in any
preference dividends on the Series shall exist, (a) any vacancy
in the office of a Preferred Director may be filled (except as
provided in the following clause (b)) by an instrument in
writing signed by the remaining Preferred Director and filed
with the Corporation and (b) in the case of the removal of any
Preferred Director, the vacancy may be filled by the vote of the
holders of the outstanding shares of Preferred Stock, voting
together as a single class without regard to series, at the same
meeting at which such removal shall be voted. Each director
appointed as aforesaid by the remaining Preferred Director shall
be deemed, for all purposes hereof, to be a Preferred Director.
Whenever a default in preference dividends shall no longer
exist, subject to the rights of the holders of any other series
of Preferred Stock, the number of directors constituting the
Board of Directors of the Corporation shall be reduced by two.
For the purposes hereof, a "default in preference dividends" on
the Series shall be deemed to have occurred whenever the amount
of accrued dividends upon the Series shall be equivalent to six
full quarterly dividends or more (whether or not consecutive),
and, having so occurred, such default shall be deemed to exist
thereafter until, but only until, all accrued dividends on all
shares of the Series shall have been paid to the end of the last
preceding dividend period.
SECOND: The shares of the Series have been classified and the terms
of the Series have been fixed by a committee of the Board of Directors
pursuant to a general formula adopted by the Board of Directors under
authority set forth in the Charter of the Corporation.
<PAGE>
IN WITNESS WHEREOF, MBNA Corporation has caused this instrument to be
signed in its name and on its behalf by its Executive Vice President, and
attested by its Secretary, this 18th day of September, 1996.
The undersigned Executive Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and states that to the
best of his knowledge, information and belief the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects and that this statement is made under the penalties of
perjury.
MBNA CORPORATION
By: /s/ Vernon H.C. Wright
-----------------------------------
Executive Vice President
Attest:
/s/ John W. Scheflen
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Secretary
